Avengers of The Multiverse, Episode 1: A Home Away From Homes
by Iron117Prime
Summary: Danny Phantom, Kim Possible, Ben Tennyson, Rex Salazar, Jake Long, Zak Saturday, Ron Stoppable, Illana, Lance, and Octus; the Avengers of the Multiverse. They have a team, now they just need a base. Solomon has provided one, but uninvited guests are sure to make their new living arrangements hell for them.
1. Part 1

**Hello to one and all! I'm sure you have all been looking forward to this. Well, I am pleased to present to you my first 'episode' of "Avengers of the Multiverse"! This is the start of my fanfic series, which will contain many more small episodic fics, and a few larger ones here and there. I do not own any of the following… Danny Phantom, Kim Possible, Sym-Bionic Titan, Ben 10 series, Generator Rex, American Dragon: Jake Long, and Secret Saturdays. If I did, this would definitely be a cannon series.**

 **Now then, let's get started.**

 **Episode 1: A Home Away From Home**

 _Sherman Illinois, Earth SBT_

Solomon looked at his watch, expecting something. He gave a slight sigh. "Well, thank you for actually showing up on time." He said to Illana, Lance, and Octus who we're next to him. "Unlike the others."

Illana was wearing a yellow, long-sleeved shirt with blue jeans and brown shoes. Lance bore his usual dark purple t-shirt and black pants and shoes. Octus was in his Newton disguise, as they we're currently in public. The four stood by a gate that was attached to a wall that surrounded a large building, they we're currently waiting for their teammates to arrive.

"You'd think they'd be more punctual, seeing how this team-thing was there idea." Lance pointed out.

"Come on, give them a break Lance." Illana defended. "There all from parallel Earths, remember? I'm sure they'll be here soon." Lance gave a slight defeated sigh, as he knew she was right.

"You seem quite excited Illana." Newton observed, considering the Galalunian Princess had a smile on her face the whole day, and she was practically bouncing in her place.

"That's because I am." She almost squealed. "It's our first official meeting as a team! The Avengers are really going to great things, I can tell already."

"That's assuming they can get here soon." Lance reminded.

As soon as he said that, a small white portal opened towards their left; stepping out of the portal was Danny Fenton, he wore his usual clothes; a white and red t-shirt, blue jeans, and red shoes. "Hey guys." Danny greeted with a wave as the portal closed.

"Hey Danny!" Illana greeted back as she and Newton waved back, Lance merely looked in his direction.

"Sorry I'm late." Danny began.

"No need to worry." Newton assured. "Alternate Earth and all, and you aren't the only one."

Another white portal opened on their right; stepping out of this one was Kim Possible, bearing a green sleeveless shirt, blue jeans and white shoes; Ron Stoppable was next in his usual red and black sports jersey with brown cargo pants, as usual, Rufus was on his shoulder; finally was Jake Long, who wore a red and yellow zipped up jacket with blue jeans. The portal closed behind them.

"Yo what's up?" Jake greeted.

"Hey guys!" Danny greeted back.

"Hey, Illana, how are you doing?" Kim asked.

"Oh, hey Kim, doing great! You?" Illana answered with a smile.

"Yeah, sorry we're late." Kim replied. "Ron tried to get the portal device working and it took a while."

"Sorry, but even though there are seven Earths on this thing, they all look the same." Ron complained a bit as he took out his portal device. On the display screen it showed an image of an Earth, below the screen we're two arrow buttons, as Ron pushed the one pointing right, it shifted to another Earth that looked identical to the last one.

Lance walked up to Ron. "That's why there are numbers and codes down at the bottom, to help identify them." He pointed to the bottom of the screen to a black bar that bore yellow numbers.

"Ooooh." Ron realized as he gave a nervous laugh. "Yeah, guess I didn't notice that."

Lance glanced towards Ron's right shoulder where Rufus gave a friendly wave and squeaked 'Hello'.

"You brought your pet with you?"

"Yeah dude, Rufus goes everywhere with me." Ron pointed out as he gave a slight fist-pump to his naked mole rat.

Lance raised a curious eyebrow just as another portal opened up further right. Stepping out of this one was Ben Tennyson, bearing a black and green t-shirt with a 10 on it, and brown cargo pants. Zak Saturday was next to him, who bore an orange shirt with black sleeves, an S in the middle that looked like a dragon almost, along with light brown pants and black shoes. The portal closed behind them soon after.

"Sup?" Ben greeted.

"Dude, Ben! How ya been man?" Ron greeted as the two high-fived.

"Oh you know, the usual. Beating up bad guys, and being awesome." Ben stated with a cocked smile.

"I hear that, huh Rufus?" Ron replied as Rufus made all sorts of kung-fu moves.

"Well, looks we got quite a bromance" Kim observed.

"Looks like it." Danny agreed.

"Hello Zak, how have you been?" Newton asked Zak as he offered him his hand.

"Been doing real well, you?" Zak asked as he shook Newton's hand.

"I have been doing quite well myself, thank you."

One more portal opened further on the right, stepping out of this one was Rex Salazar, who wore his usual red jacket with a white shirt, and black gloves; along with black and blue pants and shoes, his trademark goggles on his head. The portal closed behind him as he exited.

"Hey guys." Rex greeted.

"Rex, hey man!" Ben greeted back as the two walked towards each other and high-fived, and fist-bumped soon after. "You ready to beat up some bad guys?"

"Oh, you know it dude." Rex replied.

"Good, it looks like everyone's here." Solomon stated, getting all their attention. "Thank you all for coming, and welcome to Avengers Mansion." He gestured behind the gates and to the building. It was at least 4 stories tall with red bricks and a white roof, windows everywhere and a large garden surrounding the whole building. The gates opened soon after.

* * *

All eleven (twelve if you count Rufus) entered the mansion; and all the teens we're surprised at what they saw. The floor of the main hall was lined with white and black tiles, white pillars we're everywhere along with a white staircase leading upstairs, which split at the top, one led right, the other led left.

"Whoa." Ben, Danny, Rufus, Illana, and Rex all breathed at the same time.

"You said it." Kim agreed.

"We got out own mansion!" Ron cheered.

"Booyah!" Rufus chirped.

"Talk about style." Jake observed.

"Solomon, what is the place exactly?" Lance asked.

"This was once a boarding school that was shut down about a decade ago; I've had G3 remodel it since the Mutradi Invasion recently. Seeing as you kids are determined to stay together and fight the good fight, I thought this could serve as your headquarters." Solomon explained.

"A home away from home." Illana said as she looked all around.

"So what does this place have?" Danny asked.

Solomon then led the Avengers throughout the mansion; he began to explain some of the rooms and their features. "There is a full kitchen, with a chef on call, along with many supplies if you decide to make your own meals, and there's a grocery store a mile from here. We also have fully furnished dinning room, if you decide to eat your meals here. There are a total of twenty bedrooms, laundry and room service is also provided. There is also a theater/lounge, with satellite TV and movies."

The group was now in said lounge, which held three large red couches and a coffee table. There was also a fire-place with a flat-screened TV just above it, playing a certain cartoon with a certain roadrunner and coyote.

"Now this is living in style." Rex observed.

"Very nice." Kim also observed.

"I could get used to this." Ben said as he lounged on one of the couches.

"That makes two of us." Ron added as he sat down to, along with Rufus.

"Three." Jake sat down as well.

"So this is what you've spent a week preparing?" Lance questioned.

"I kinda have to agree." Danny began. "Don't get me wrong, this place is really nice. But it doesn't quite spell, 'super hero headquarters'."

"Oh don't worry, that is coming up next." Solomon assured. "To access the rest of the mansion, you'll need these." He took out a box and opened it, revealing ten cards. Each card was blue and transparent with an A on the left side, and in the upper right corner, bore a photo of each of the teens' faces.

Each of the young Avengers took their respective card. "These are your Avengers ID cards." Newton explained. "Solomon and I designed them. They're linked to the G3 satellite network and will keep us all in audio and visual contact anywhere on the planet"

"What if we're on a different planet, or universe, for that matter?" Zak asked.

"I already thought of that." Newton replied "These will also connect to your Dimensional Converters." Newton showed his converter and it held a small compartment on the right side of the handle, where the card was slid in and it pointed face upwards. "By connecting to the Converter, it will allow us to send messages to each other's devices, though instant communication is impossible and it will take at least ten minutes for the message to get through."

"So… interdimensional texting, then?" Rex guessed.

"Essentially, yes." Newton replied.

"Okay then, so let's see what else this place has to offer." Danny said. Solomon motioned towards the fireplace where a small control panel was on the wall. Danny walked up to the panel and held his ID card, which a teal light scanned.

 _"Avenger, Daniel Fenton, recognized. Access granted."_ A female computer voice spoke up before a door opened in the fireplace and it revealed an elevator.

Even Lance raised an eyebrow as they all entered.

"Now this is getting interesting." Jake said with a sly smile as they all entered the elevator which begun its descent.

* * *

"Welcome to Sub-Levels." Solomon announced as the door opened and they all entered a two-story chamber, which bore the appearance of a large laboratory. "This particular chamber is a special kind of laboratory, just tell the computer what kind of lab station you want and it will create it within a short time frame; from genetics to technology. For fields out of your study, you'll need to provide data, such as a piece of equipment in order for the computer to understand how it works."

"Nifty." Illana noted.

Zak especially smiled at this, liking this 'make-your-own-lab' idea.

* * *

They entered an even larger chamber. It was a metal dock, which led to a gap. When they got to the gap they all looked down to see a massive field of water below.

"Wow, big pool." Kim observed.

"Actually, the pool is on the roof, this is the hanger." Solomon corrected.

"Hanger? For what?" Lance asked.

"Your mode of transportation. Two prototype, high-speed, areal shuttles the scientists and engineers at G3 have been building." As soon as he said that, a door on the floor began to open, letting the waterfall down. But, what came out caught everyone by surprise, a large white and red jet. "The Quinjets. Weapons, shields, and an air-speed of Mach 10; for those of you who can't fly." That earned questionable looks from Kim, Ron, and Zak, even Rufus. "They are also capable of space travel."

* * *

They then entered a large, silver, empty room.

"So what's this place?" Ben asked.

"Training room." Solomon answered.

"You mean like a gym?" Jake asked for clarification.

"You could call it that." Solomon replied.

As soon as he said it though; all sorts of machine guns and missile silos popped out of the ceiling, all with laser-pointers. A large pillar also popped out of the floor, which reached the height of the ceiling; out of the pillar popped out a few flame-throwers, machine guns, even some maces.

Kim, Danny, Illana, Ron, Jake, Zak, and Rufus we're surprised to say the least.

"My mind… blown." Ron stated as Rufus nodded in agreement.

"Nice." Rex said with a smile. "Got my own place like this back on my earth."

"Dido." Ben agreed.

"This room is capable of any kind of combat simulation, with a difficulty level ranging from one to ten, ten of course, being the most dangerous." Solomon explained.

Lance also bore a small smile, as this was a room he could get used to.

* * *

Finally, a set of double-doors opened and they we're led into the final room. A black and blue tiled chamber with a large blue and red table in the middle, which bore a large, black A on the center of it.

"Finally, the Assembly Hall." Solomon revealed.

All of them entered the room, while the teenage Avengers observed this with wide eyes, and even a few smiles on their faces.

"Now this is a super hero headquarters." Danny stated

"You said it." Kim agreed.

"I'm glad you like it." Solomon said, he then turned around to the doors. "Now, if you'll excuse me."

"Solomon? You're not staying?" Illana asked.

"I'm not an Avenger." He answered. "I'm sure you must have a lot to do, so I'll let you all get to it. But one last thing, if you kids need anything, anything at all, G3 will provide, I promise." He then left.

There was a brief moment of awkward silence between the teenage heroes.

"So… what do you guys think?" Illana asked, finally breaking the silence.

"I like it." Danny replied.

"This place has everything." Kim added.

"Yep, major super-hero headquarters alright." Ron stated as Rufus cheered another 'Booyah'.

"I gotta admit, not too shabby." Ben said.

"That's an understatement, man. This place is awesome!" Zak stated.

"Yeah, I can get used to this." Jake added.

"I admit this place has everything that we may need." Lance had to acknowledged as the mansion exceeded his expectations.

"So let's see here." Rex began. "We got our team name, our own place, a training room, our own jet even, yep, I'd say this makes us an official team."

"I agree." Newton said.

"So what now?" Illana eagerly asked, but she was also somewhat nervous as she rubbed the back of her neck "I mean, this is my first team, so… do we wait for something to happen or…?"

"Eh, in my line of work, something will always find us." Ben said.

"As for 'what now', I'd say we explore our little 'home away from home', see what it has to offer." Danny proposed.

Jake perked up a bit. "Hey, I think I saw a B-ball court outside, who's up for that?"

"I'm in!" Ron exclaimed immediately.

"Me to." Ben replied.

"Same here, dude." Rex added.

With that, all four guys ran out of the assembly room to shoot some hoops outside.

"Well that gives them something to do." Lance observed.

"You know…" Kim thought. "I'm gonna give that training room a try, see what it can do."

"Hang on, I'm coming to, let's see just what challenges it can give." Danny said as the two left the room.

"I'm gonna try out that little 'make-your-own-lab'." Zak announced. "Oh my parents would freak out over that."

"Let's see if it can replicate Galaunian technology, that can be very beneficial to our team." Newton proposed.

"Good idea." Zak granted as the two left the room, leaving Lance and Illana alone in the assembly hall.

"I've got a good feeling about this team." Illana spoke out.

"I'm not so sure." Lance stated. "Don't get me wrong; this place is great, and we got some impressive people with us, but I'm concerned about the kind of stuff that we're probably going to face. I don't know about you, but we had way too many close calls with the Mutradi invasion."

"That was only our first team-up." Illana dismissed. "With time, I bet the Avengers will become a great team, but more than that, a symbol, a symbol of hope, and we could accomplish anything."

"I hope you're right Illana."

* * *

However, outside the mansion, behind the bushes in a dark gap, sprouted a pair of white eyes, followed by more; seven pairs of white eyes that glared at the mansion. It seems that they're already in for quite the show.

 **That's it for this part. I will have part 2 out soon.**

 **To answer your question; yes, this mansion is based off the one in "Avengers: Earth's Mightiest Heroes"**

 **Once again, than you. I hope you all enjoy my upcoming series.**

 **See you all soon. Avengers Assemble!**


	2. Part 2

**Hello people. Sorry for the long wait. Anyway, here's the next part to Episode 1.**

 **Part 2**

Seven ghostly figures flew above the mansion that now served as the new headquarters for the Avengers. Each of these figures bore the same appearance; they we're slightly purple, appeared to be made of out vapor, had humanoid appearances, save for long ears. They each had a featureless face save for white eyes and mouths.

 _"There is more than we expected."_ One figure observed.

 _"What does that matter?"_ Another figure questioned. _"We are here to kill the Princess nothing more."_

 _"One of them is a machine, so he will not be a target for us to assimilate."_ A third figure stated.

 _"Let us go for the most powerful of them, that way we'll have the advantage."_ The fourth one proposed.

 _"They cannot be allowed to form their robot however."_ The fifth figure said.

 _"Then we must destroy the machine first, either him or the corporal, then our victory will be assured. Our fallen will be avenged."_ The sixth figure stated.

 _"Let us use caution; they whipped out armies of our kind, they can not be underestimated."_ The seventh figure advised.

 _"We will have that power however, and our master will be pleased."_ The first figure said with confidence. _"Let us begin my brothers."_

With that, the seven figures flew down towards the mansion to begin their mission.

* * *

 _Assembly Hall._

Illana sat in one chair, while Lance began to type in data into a keyboard in the table, which also served as the computer.

"Lance, why are you so against this?" Illana asked. "Against this team? I mean, true we just started, but with the right amount of effort, we'll become into something more than just a team, I know it."

Lance sighed. "Look, I applaud the idea, believe me, I do; but just because some of us say we're a team, doesn't make it so. We're all strangers, it takes time to form a team, and it takes trust."

"Some people here know each other." Illana said.

"We don't." Lance replied. "We only know their names and some of their powers; we don't know anything else. And the same can be said for some of them as well."

Illana actually listened to what he said and began to think for a bit. "You know Lance, you're right."

Lance was a little bit surprised to say the least. "I'm right?" He questioned; it was rare that she ever agreed with him on anything.

"We don't know much about each other; so we need to get to know each other better." A smile formed on her face. "In fact; once the others are done exploring the mansion, I'm gonna call everyone back here and we can start sharing stories."

"Like what?" Lance questioned. "How they got their powers? The people they know?"

"Yes, exactly!" Illana happily beamed. "You know what? I'm gonna see if they're available right now!" She ran out of the room before Lance could say anything to stop her.

He sighed with an amused grin. "Optimistic as usual." He then felt something odd, an unusual presence in the room. He felt he needed to turn around when he did, he could have sworn he saw a purple vapor trail. He put on his usual serious face. _Something's not right here._

* * *

 _Laboratory_

"Okay…" Zak began. "Bio lab?" He said out loud.

 _"Authorization, accepted. Begin construction."_ The female computer acknowledged as the ground opened up just in front of Zak and a table rose up from the opening. Out of the table, from small openings, came test tubes, beakers, a microscope, a centrifuge, and other scientific tools. Zak's eyes widened a bit at this. _"Human bio lab construction complete."_

"Wow." Zak breathed.

"Yes quite impressive." Newton agreed. "If I may Zak, why a bio-lab?"

"Well my parents are cryptid-zoologists, so I kinda advanced in that filed a bit myself." Zak explained.

"I would very much like to meet them sometime." Newton said.

"Oh, they'd get a real kick out of you, big guy." Zak joked as he lightly elbowed Newton.

Newton smiled but soon noticed something odd. He switched his optics to UV spectrum and saw it; a purple, ghostly figure looming just above Zak. "LOOK OUT!" Newton yelled as he shoved Zak out of the way as the figure landed on the ground. It slashed at Newton and sent him to the wall.

Zak got up to see Newton loose his hologram and bear his Octus appearance. Zak also saw the ghostly figure staring at him. "I'm guessing you're not one of Ben's." Zak said as he readied his claw. The figure flew towards Zak. "Didn't think so." Zak ducked to avoid a slash. He rolled on the ground and tried to slash at it, but his claw just seemed to go through as the being literally flew into Zak.

Octus got up to see the figure just fly into his friend. "Zak!" Octus then ran to him to see a purple vapor fly into Zak as he held his head and moaned in pain. He fell to his hands and legs on the floor. "Zak, are you alright?" Octus asked in concern, only to be greeted by a claw to the face that sent him back.

The retractable claw returned to its origin as Zak slowly got up. He slowly opened his eyes to reveal that they we're now glowing purple. "Your friend is one of us now." The distorted voice of the now possessed Zak revealed with a sinister grin.

"Oh no." Octus breathed.

* * *

 _Basketball Court, Backyard._

On one side of the court stood Ben and Rex, facing Jake and Ron; each of them bearing eager grins.

"Who's up for some B-ball?" Jake challenged.

"Forget B-ball, who's up for some _S_ -B-Ball?" Ben replied.

"What does the S mean?" Rex asked with an amused smile.

"Super." Ben replied as he activated his Omnitrix and transformed into Spider Monkey.

"Oh, me-likey!" Ron stated as he activated his Blue Mystic Monkey aura.

"Dragon Up!" Jake stated as he was engulfed in flame and transformed into his dragon form.

"Yeah, now we're talking!" Rex said as he formed his smack hands.

Rufus, currently wearing a referee-outfit, blew a whistle and tossed up the basketball. A web snatched the ball and it came to Spider Monkey. He ran and dribbled forward; but Ron jumped in front of him. Spider Monkey leaped onto Ron's shoulders and jumped over, throwing the ball to Rex as he grabbed it with his left smack hand and threw it to the basket.

Before it could hit however, Jake intercepted it in the air. He flew alongside the ground, while dribbling still and flying under Rex as he attempted to grab him. He flew up and was about to dunk it, but was grabbed by Spider Monkey's web and pulled down. When he landed, Spider Monkey jumped and snatched the ball, tossing to Rex.

Before Rex could catch it, Ron leaped forward and grabbed the ball, rolling on the court. He tossed the ball, but tossed it a bit too hard as it literally broke through the board and left a circular hole. Spider Monkey transformed back into Ben and all of them stared at the hole for a few seconds before they all laughed, even Rufus.

"Too much?" Ron asked.

"A little." Rex replied as they stopped laughing.

"We're gonna need a new basket." Ben observed.

"Forget that, we're gonna need a whole new court." Jake joked, resulted in them laughing even further, till a few whiffs caught his attention. "Guys, hold up."

"What, what is it?" Ben asked.

"I smell something. Something, odd." Jake replied; they all looked around a bit, and so far have found nothing.

However, Rufus noticed something in the air. He gave a loud, squeak and pointed behind Rex. Ron noticed. "Rex, behind you!"

Rex turned around just in time to see a ghostly figure fade into his body. He held his chest and grunted in pain as he crouched to the ground.

"Rex!" Ben yelled as they we're about to run to him; but he formed his Smack Hands again and punched towards them; they we're knocked back.

"Dude, what was that for?" Ron questioned.

"Uh, guys…" Ben pointed out and they could see something different about Rex, his eyes we're now glowing purple.

The possessed Rex looked towards his metal hands. "Interesting. Now this is a unique human." He spoke in a distorted voice.

"You're not Rex, who are you?" Jake demanded

"You'll learn soon enough." He replied with a smile. "Now brother!" 

Before anyone else could say anything; an identical ghostly figure entered into Jake from behind. Ben and Ron looked to see the American Dragon become possessed and gain glowing, purple eyes.

"Uh oh." Rufus squeaked.

* * *

 _Training Room._

Danny Phantom flew up and around, dodging laser fire from the pillar that shot up towards him. He was able to avoid all of them with ease. Below him, Kim, who was in her purple and black mission clothes we're dodging them all that we're shooting towards the ground. It shot forward, but she leaped over it. She limboed under another shot, before summersaulting over another one, and finishing with a slide on her back.

 _"Simulation complete"_ The compute said as Danny landed next to Kim who was taking a bit of a breather.

"Well, that was fun." Danny observed.

"Yeah, quite a work out." Kim added, as she stood upright. "Still, not as much as fighting the bad guys."

"I hear that." Danny agreed. "So what do you think? About all this?"

"Well, this place is great." Kim admitted. "But as for the team… I mean, don't get me wrong, everyone here seems pretty cool, but I just don't really know. Ron and I always work together, along with a few of our friends, but the kind of things this team might do… that whole Mutradi Invasion… I just feel a bit out of my league."

"I know how that feels." Danny began. "But it's always good to get out of our comfort zone, it'll make us stronger. Yeah, this team's gonna take a while to get some things straightened out, but I got a good feeling about, we're gonna do great things."

"Glad someone else is thinking like that."

The two turned towards the door to see Illana walk in.

"How long have you been there?" Kim asked with an amused smile.

"I just walked in." Illana replied. "The Avengers… that sounds like something that people will look up to. Yeah, I admit, we're gonna have trouble here-and-there, but I know if we all work together, there'll be nothing we can't do."

"Well there's an upbeat attitude if I've ever seen one." Kim observed as she and Danny smiled. However, Danny gave a light gasp as a small blue vapor came from his mouth.

"Danny? What is it?" Kim asked.

"We got company." Danny said with a slight scowl.

 _"Aren't you observant."_

They all looked up to see one of the ghostly figures fly down towards them. Before either could react it flew into Kim. She yelled in pain as it entered her body.

"Kim!" Illana yelled as she and Danny kneeled down to her. "Are you okay?"

She slowly stood up and turned around to reveal purple eyes and an evil grin. "She's not here."

"That's not good." Danny observed.

* * *

 _Laboratory_

The possessed Zak flailed his claw like a whip at Octus, but he grabbed it and ended up pulling Zak in and pinning him to the wall.

"Zak, whatever's making you do this; fight it!" Octus stated

"The one you call 'Zak' is indeed resisting our control; but it is all for not." The possessed Zak revealed.

"' _Our_ control'?" Octus guessed. He scanned Zak's body in a UV spectrum and could see the purple ghost in Zak's place. He scanned it's energy signature and found six more around the tower. "Oh no."

"Oh yes." He replied with a grin before extending his claw and pushing Octus back. Octus used his speed to run out of the lab. "Run all you wish!" He called out to Octus. "None of you will escape us!"

* * *

 _Back Outside_

Ben had now transformed into Diamondhead. He caught a fist from the possessed Rex's smack hands. He flipped the possessed Rex over him, before changing his diamond arms into blades.

"Okay buddy, I don't know who you are, but you better get out of my friend if you know what's good for ya!" Diamondhead ordered.

"Bold words for a human." He responded before retracting his smack-hands and forming his BFS. He ran towards Diamondhead and the two clashed blades. Diamondhead tried to stay on the defensive as his opponent was the one attacking. He slashed to the left, but Diamondhead blocked it before trying to swing to the right, which the possessed Rex blocked the two locked weapons.

"What's the matter?" He taunted. "You can do better than this, we see it through his memories, perhaps it's because you fear for your friend? You know if you strike us, you will only harm his body."

"You talk to much, you know that?" Diamondhead said as he threw Rex back and placed his hands on the ground, creating a diamond dome to seal Rex inside.

Ron, still bearing his blue MMP aura, rolled and dodged the incoming fire-balls from the flying, possessed Jake. Rufus barley clung onto his shirt and was patting his tail rapidly as it was slightly on fire.

"Do you intend to simply dodge forever?" The possessed Jake questioned.

"I _am_ good at avoiding the bad guys, but no." Ron replied before using his power to jump right to Jake and tackle him, before landing and pinning him hard to the ground.

"Who are you? Some kind of ghost?" Ron asked.

"You could call us that." He then unleashed a stream of fire forward, to knock Ron off of him before putting him in a headlock.

At the same time; Diamondhead felt the ground rumble underneath him. It exploded from beneath, sending Diamondhead flying before landing hard on the ground. The possessed Rex resurfaced; using his spinning Smack-Hands as a makeshift drill. He retracted his Smack Hands before forming his blaster caster and wrapping Diamondhead in the whip and pinning him to a nearby wall to the mansion.

As he grinned; he failed to notice something come in from behind. Lance, in his Manus armor, smacked the possessed Rex away, causing him to let go of Diamondhead. He grabbed the whip and flung him towards the possessed Jake, knocking him off of Ron as both rolled on the ground.

Ron, and Diamondhead got up with Rufus. "Lance, is that you in there dude?" Ron asked.

"It's me." Lance confirmed.

"Do you know what the Hell is going on here?!" Diamondhead exclaimed.

Lance's armor then scanned the possessed Jake and Rex as they got up. "They're being possessed." Lance answered.

"Uh, yeah dude, we kinda already figured that out." Ron said in a deadpanned way, with Rufus nodding in agreement.

"By Mutradi." Lance replied, getting their attention. "Some sort of, Phantom-based Mutradi, from this DNA scan."

"Mutradi?!" Diamondhead questioned. "I though those guys we're finished!"

"If you read comic books you know, the bad guys always come back, _always_! _"_ Ron stated.

"Very clever, humans and Galalunian." The possessed Rex granted.

"What do you want?" Lance questioned.

"If I had to take a guess, I'd say revenge." Diamondhead said with a slight glare.

"You guessed, correct." The possessed Jake replied. "You destroyed our grand empire, and only few of our kind remain. You shall all pay for your hubris."

"Yeah, you and what army?" Ron questioned.

"Why yours of course." The possessed Rex said with a smile.

Before Lance knew what was happening; he turned around to the sounds of Diamondhead and Ron yelling. He looked to see purple mist enter both their bodies. Rufus saw this in horror, and quickly ran up to Lance's armor, running up and clinging to its head in fear.

Both heroes have become possessed as well; bearing purple eyes and evil grins, staring at Lance.

"Well isn't that just perfect."

* * *

 _Training Room._

Illana was avoid the relentless assault from the possessed Kim. She punched and kicked, Illana was barely able to avoid them, but she got a kick to the side, which knocked her down.

"Kim stop! Why are you doing this?!" Illana questioned as the possessed Kim stared down at her.

However, Danny grabbed her from behind. He grabbed her by the upper body, pinning her arms to her side and lifting her up. She struggled as she kicked, but Danny was too strong for her.

"Sorry Kim." Danny said before blue-ecto energy engulfed his arms and Kim was frozen from the neck down. She struggled but the ice wouldn't budge.

"Why is she?" Illana asked as Danny helped her up.

"It's not Kim, she's being possessed." Danny revealed.

"Possessed?" Illana began. "By wha…" She then looked serious as activated her armor and scanned her. She turned to UV and saw the purple ghost in Kim's place. "You're right. There's something else… wait… there's Mutradi DNA in it!"

"Mutradi?" Danny questioned. "An alien ghost?"

"Phantom." The possessed Kim corrected. "You may have subdued this one; but the others won't be defeated so easily."

"'Others'?" Danny repeated as Illana widened her scan.

"Uh… Danny…"

"Don't tell me; there's more?" He grunted.

"Yeah." She hesitantly replied.

"Where are they?"

"Upstairs… wait…" She noticed something in her armor's scan; it was the signal from the Manus armor. "Lance is there! We gotta help him!"

"My thoughts exactly. Come on!" Danny grabbed Illana by the armor's shoulders and flew upwards before turning intangible and flying through the ceiling.

The possessed Kim struggled to escape from the ice trap. However, the door opened, to reveal the possessed Zak entering the training room.

"Well, it seems you we're successful." The possessed Zak said in a somewhat sarcastic tone.

"They know of us know." The possessed Kim stated.

"We are all aware of that know, we share a hive mind, remember?" The possessed Zak reminded before taking out his claw and using the sharp end to cut away the ice trap, freeing the possessed Kim.

"It won't matter." The possessed Kim began as she rubbed the ice off. "We already have six of them; we just need one more, and then, we can begin."

* * *

 _Mansion Main Hall._

An explosion erupted through the front door Lance, still in his Manus armor, slid back on his feet before getting back up and reading his machine-gun cuffs, before Rufus slapped the armor's head and desperately shook his head no.

"Well how else am I supposed to defend myself?" Lance questioned, before realizing what he just said. "I'm arguing with a naked mole rat, can this get any more strange?"

Diamond shards flew forward; and impacted the armor, which it was able to prevent Lance from getting injured. The possessed Diamondhead rushed forward and jumped, punching Lance's armored head and knocking him down. He quickly grabbed Diamondhead and pinned him to the ground, but was shot back by a ball of fire.

The possessed Jake flew in from the dust and began to blast a stream of fire towards Lance, his armor was able to protect him; but it provided enough of a distraction for the possessed Rex to come in with his Punk Busters and kick him in the side, knocking him onto the stairwell. The large metal foot pinned him down. The possessed Ron walked up slowly, still in his blue aura, and cracking his knuckles. Rufus, however stood in front of him and waved his arms, squeaking chirps to get to Ron.

"Are you hopping your master will recognize you?" The possessed Ron asked with an evil grin before giving a slight chuckle. "Sorry, but he is with us now." 

He pulled back a fist, before Octus quickly zoomed forward and pushed him away; sending him into the wall and creating a dust cloud.

The other three possessed Avengers looked in surprise; only to be greeted by Illana who blasted a laser from her forehead, which hit the possessed Jake in the air and sent him rolling onto the ground. The armored Illana was wrapped in a blaster-caster whip from the possessed Rex, while the possessed Diamondhead rushed forward with his left arm morphed into a blade, he was ready to bring it down onto Illana.

An ecto-shield however prevented him from doing so as Danny turned visible. He dropped the shield and blasted two ecto-beams forward; one hit the possessed Diamondhead, the other Rex, and both we're blasted to the other side of the hall. They quickly came to Octus as he helped up the armored Lance.

"Lance, are you okay?" Illana asked with concern.

"I'm fine." Lance replied, earning a sigh of relief from Illana. "They're all being…"

"Possessed by Mutradi Phantoms, we know." Danny interrupted. "What exactly are they?"

"Some form of alien, dark-matter." Octus tried to explain. "I don't know how to explain it, but they are Mutradi, that I know for certain."

Rufus squeaked, getting the groups attention, and pointed forward to see the possessed Rex, Diamondhead, Jake, and Ron all stand up.

"What do you want?" Illana questioned.

"Revenge, princess. Revenge for what you all did to our kind" The possessed Diamondhead stated. He looked to his hands in admiration. "We must admit, these unique earthlings are quite impressive."

"Yes, with the power they wield, it's easy to understand how they we're able to defeat our whole empire." The possessed Rex said.

"And the knowledge they have, very interesting, parallel earths. Never knew those even existed." The possessed Ron added.

"But, that is not our objective; our mission is your destruction. And by your new friends, how ironic." The possessed Jake grinned.

"Yeah we got that already." Danny said. "But do _you_ get how I'm not gonna let that happen?" He questioned as he flew upwards, hands surging with ecto-energy.

"Oh to the contrary, you are going to help us." The possessed Rex contradicted.

"What are you…?" He questioned as something very familiar phased from the floor behind him.

"Danny! Behind you!" Illana shouted.

He turned around to see the seventh, and final, Phantom Mutradi fly into his body. He fell to the ground as it was now attempting to control him.

"No!" Lance yelled as he, Illana, and Octus tried to rush forward. However, the possessed Jake let loose a torrent of flame, creating a firewall that prevented them from going further. The possessed Diamondhead put his hands to the ground and created a wall of diamond that separated them.

"No! Stop them!" Illana exclaimed as she, Lance, and Octus began to fire their respective weapons and tried to break down the wall.

On the other side; Danny struggled on the floor as the purple mist surrounded him and the four possessed Avengers approached him with sinister grins.

"You resistance is admirable, but futile. There is no escape." The possessed Diamondhead said

"Become one with us, Danny Phantom. Join us." The possessed Ron compelled.

Danny still struggled as he held his body on the floor. The purple mist couldn't enter his body as he continued to resist. It caused the four to look in confusion.

"It has never taken this long before." The possessed Jake observed.

"No, this cannot be." The possessed Rex said in awe as he and the others saw this; Danny's body began to glow green. "We cannot posses him?!"

Danny slowly got up as his body glowed a brighter green. "Get out." He mumbled. "Get out! Get out!" It morphed into a yell as he opened his eyes to reveal they we're glowing a brighter neon green. "GET OUT!"

Illana, Lance, and Octus broke through the diamond wall, along with Rufus, on Illana's armored shoulder, only to be surprised at what they saw. Danny exploded in a green flash, and the purple Phantom Mutradi was flung out of his body and rolled on the ground, much to everyone's shock. Danny kneeled in exhaustion, but still remained in his phantom form.

"What just happened?" Illana asked.

"He resisted it." Octus observed. "Danny was able to expel the Phantom."

"We could not posses him!?" The possessed Ron exclaimed in frustration and shock.

"That is impossible! No one could resist us!" The possessed Diamondhead fumed in anger.

 _"It doesn't matter."_ The last Phantom stated as he got up. _"If we cannot have him, we can at least have the one closest to the princes!"_

It flew forward, straight for Lance. It flew into his armor and into his body. He yelled in pain as he struggled backwards.

"Lance!" Illana yelled in fear as she tried to fly forward but Octus held her back. "Octus let me go!"

"There's nothing you can do for him now!" He said as he flew Illana and Rufus back towards the kneeling Danny, who could only look in shock at this as well.

The purple mist entered the armor and into Lance's body. The yelling stopped. His eyes turned purple as he got back up on his armored feet.

"Brother?" The possessed Jake questioned.

"He is with us now." The possessed Lance revealed; much to the Phantom's satisfaction; and the heroes' horror.

The possessed Lance opened and aimed his missile-shoulders; while the possessed Rex formed his slam cannon; the possessed Diamondhead aimed his arms, ready to shoot diamond shards; the possessed Jake's mouth was ready to blow fire. They all aimed towards the heroes.

"If we cannot have this Danny Phantom…" The possessed Ron began.

"…Then he can die with the Princess!" The possessed Rex exclaimed before they all opened fire.

Missiles, a torrent of fire, a large boulder, and diamond shards all flew towards the heroes in the center of the room. They all collided, resulting in a large explosion. All the possessed Avengers walked towards the center. The possessed Lance deactivated his armor; the possessed Jake turned back into his human from; the Mystic Monkey aura around the possessed Ron disappeared; the possessed Diamondhead transformed back into Ben; and the possessed Rex retracted his slam cannon. They all looked to see the smoke clear, to reveal nothing, nothing but a scorch mark on the floor.

"They've escaped." The possessed Ben observed.

"How was he able to resist us? No life form could ever resist our control." The possessed Jake said.

"It must be because of his powers." The possessed Lance stated. "We may not have gotten his body, we did however acquire his memories and knowledge, so we all know his power set."

"His ghost-abilities must have protected him." The possessed Rex suggested.

"He isn't the only one." The possessed Ron informed as he looked to his right palm. "We can all feel it; these humans we're more difficult to control. Even know they resist, their will is quite strong."

"Of course, since we see their memories in our hive mind, we know who they are and know their experiences as well." The possessed Jake stated.

"Besides that, now that we have the corporal, the Princess and her robot cannot form their giant." The possessed Lance revealed.

"They still present a clear and present danger." The possessed Ben said. "We must hunt them all down and destroy them."

 **Done. That is part 2. Looks like the heroes already had their first fight. Will Danny, Illana, Octus, and Rufus be able to save their friends? Find out soon with Part 3 coming up.**


	3. Part 3

**Part 3**

Danny, Illana, Octus, and Rufus hid in the Assembly Hall; Danny had his human appearance and Illana was no longer in her armor. The mood seemed pretty grim, as most of their team had been taken over by the Phantom Mutradi. Illana looked down a bit as Rufus began to whimper, obviously worried for Ron and Kim.

"Some first fight, huh?" Danny guessed.

"So are we never going to leave the Mutradi's shadow? Are they always going to haunt us?" Illana questioned.

"If it makes you feel any better, I got my own share of recurring villains so I can relate, but we're not done yet." Danny stated.

"They've assimilated pretty much our whole team, they have all the power and if they have Lance, we can't form Titan." Illana said.

"We got some power on our side to. We also have hope, and I for one will never surrender. I have never have before and I'm not gonna start now." Danny said firmly as he stood up.

Octus and Rufus both looked up at this. "Danny, you are quite inspiring." Octus observed while the smiling Rufus gave a thumbs up.

Illana had to smile at this as well. "If you won't give up, then I won't either." She stood up as well. "So, what's the plan?"

"It's time to strike back." Danny began. "What do we know about these things?"

"They appear to have some sort of hive mind." Octus began to explain. "If one experiences an event, the others become aware as well."

"We ambush one, the others will know about it." Danny translated.

"They also seem to possess the exact same abilities as their victims." Octus in formed.

"Nun, uh; nun uh!" Rufus shook his head as he pointed to Danny; Illana then realized what he said.

"That's right." Illana said. "That Phantom couldn't possess you. You we're able to resist, how is that possible?"

"If I had to guess, I'd say it's because I'm half-ghost." Danny began. "I can overshadow people to, take control of their bodies. I would say that after doing it for so long, maybe I'm resistant to it myself. It felt like though it was in my head, like it was seeing my mind."

"What makes these Phantom Mutradi so unique is their ability to not only use the powers of those they posses, but also see their memories and learn more about them." Octus said.

"So they know about you, even though they couldn't possess you." Illana said to Danny.

"Looks like it." Danny replied.

Illana then had an epiphany. "Hey, if you can possess people to, then maybe you can…"

"…Drag the Phantoms out of our friends' bodies!" Danny finished for her.

"That could work." Octus agreed with Rufus nodding his head in excitement.

There was a pounding at the main door just outside the Assembly Hall. "Looks like we're about to test our theory." Danny said as he transformed back into Danny Phantom and Illana activated her armor. The door was pounded on more and more until it was finally broken down; revealing a certain pair of metal hands.

"Escape is futile, your death is inevitable." The Possessed Rex stated as he jumped towards the group; they all separated just as he landed and smashed his Smack Hands on the ground, leaving an impression.

Danny and Illana both blasted their respective beams, which the Possessed Rex blocked by forming his Block Party, shielding himself from the attack; but Octus slammed onto the Possessed Rex, the two rolled on the ground before standing back up; Octus holding the Possessed Rex's elbows and his hands behind the teenager's head.

"Sorry Rex, but this is for your own good." Octus said. "Danny, GO!"

"Don't have to tell me twice!" Danny exclaimed as he flew directly into Rex. He was released from Octus' grip as he moaned in pain; he held his head and crouched down, his eyes shifting between purple and green rapidly. It ended with a yell as Danny came flying out of his back, carrying the Phantom Mutradi with him. Danny threw him and he smacked against the wall.

The Phantom Mutradi could only look with absolute shock. _"What?! IMPOSSIBLE!"_ He was then blasted by a laser from Illana's armored forehead, it screamed before exploding two seconds later.

* * *

 _Hallway._

Each of the Possessed Avengers eyes went wide as they all felt this.

"Did we just feel that?" The Possessed Lance questioned.

"One of our brethren has been slain." The Possessed Kim realized.

"The Phantom Boy was able to free the one called Rex; by phasing into his body and dragging our brother out!" The Possessed Jake said.

"They can destroy us and free their friends now!" The Possessed Ben exclaimed.

"Then we must destroy them immediately!" The Possessed Ron stated.

"They are in the Assembly Hall! Let's go!" The Possessed Zak yelled as they all ran towards their destination.

* * *

 _Training Room_

Danny phased himself, the armored Illana, Octus, Rex, and Rufus into the empty training room. Octus set the downed Rex gently on the floor as Danny and Illana kneeled down.

"Rex, are you okay?" Illana asked with concern.

"I'll live." Rex groaned as he rubbed his face. "Problem is, I'm probably not gonna watch horror movies for a long time after this."

"Yep, he's back." Danny said with an amused smile, Rufus nodding in agreement.

"Rex, do you know what's going on?" Octus asked.

"Yeah." Rex replied. "Mutradi ghosts. I could see everything I was doing; I tried to stop him but…"

"You did your best, and you're free now. Don't worry." Illana said.

"You're gonna have to get back on your feet quickly though." Danny stated as Rex got back up. "These guys have a hive mind, so it's not gonna take them long to find us."

"Let them come." Rex said. "I'm eager for some major payback; even if we have to go through the others to do it." He stated as he cracked his knuckles.

"You may get your chance yet." Octus said as the door to the training room was blasted down. The Possessed Jake flew in, in Dragon Form before touching down. The Possessed Kim, Ben, Lance, Ron, and Zak followed next.

"You we're right; it didn't take them long." Illana said to Danny.

"No more games!" The Possessed Lance stated as he activated the Manus Armor. "You all die now!" He activated his machine gun cuffs and opened fire; but Danny stood in front and created an Ecto-Energy shield to block the attack.

"What's the plan?" Rex asked.

"We gotta separate them!" Danny began. "Rex, you take Ben; Illana, handle Lance; Octus, deal with Zak and Kim; I'll take Jake and Ron."

"Understood." Illana said as Danny exploded the shield outwards, creating a smokescreen.

The Possessed Avengers shielded their eyes; however out of the smoke came Rex on his Boogie-Pack. He quickly grabbed the Possessed Ben and flew straight upwards. He shot out his rams from his wings, which blasted a whole through the ceiling, and Rex carried the Possessed Ben up and through the hole.

Octus ran at super-speed and snatched both the Possessed Kim and Zak off booth their feet and zoomed out the door.

Illana flew out of the smokescreen and into the air. "You guys want me so bad, then come and get me!" She challenged as she flew out the whole Rex made. The Possessed Lance flew after her, leaving only the Possessed Ron and Jake who could only glare at Danny as the smoke cleared.

Rufus clung to Danny's shoulder with fear. "Uh, Rufus, you're gonna wanna get some distance, it's about to get messy hear." Danny warned as the Possessed Jake and Ron ran towards him.

* * *

 _Courtyard._

Rex flew out a large window and threw the possessed Ben to the ground. "You think by separating us, you can defeat us?" The possessed Ben questioned to Rex as he set down. "Others have tried that tactic before, and have failed."

"You guys never crossed paths with us before." Rex stated as he formed his smack hands. "I've gone on par with Ben, you're just a cheap knock-off."

"We shall see." The Possessed Ben activated the Omnitrix and transformed into Shocksquatch. He leaped towards Rex, but he smacked the Possessed Shocksquatch in the face before forming his Punk Busters and giving a roundhouse, knocking him back.

Rex leaped forward with another punch, but the Possessed Shocksquatch caught it. "Metal fists, not the best weapon to use against an electro-manipulative enemy." He then sent an electric bolt that painfully zapped Rex. He grunted in pain as his right hand formed his Slam Cannon. He grabbed a piece of the ground and shot it at the Possessed Shocksquatch; sending him flying all the way to the wall on the far side of the yard.

Rex regained his breath a little and saw a green flash; the Possessed Ben had now transformed into Chromastone and flew in the air, blasting a beam of colorful energy towards Rex, which he blocked by forming his Block Party.

"Ben, if you can hear me in there; I'm sorry, but I'm gonna have to kick your ass now. Try not to take it personally." Rex, still with his Block Party, formed his Sky Sled and took to the air. His right hand still kept a Block Party shield while his left hand formed a Bad Axe and had swung it towards his possessed friend.

* * *

 _Laboratory_

Octus ran into the lab and dropped the Possessed Kim and Zak, but they quickly got up.

"If Kim and Zak can hear me, then let me apologize in advance for any pain you may still feel after this." Octus warned.

"Don't be so full of yourself, robot." The Possessed Zak said. "These humans are not to be underestimated."

"Yes, they are quite strong indeed." The Possessed Kim acknowledged. "What was it she said? Oh yes, Kim Possible can do anything."

"That would be true, if you really _we're_ Kim Possible." Octus replied before blasting electric bolts forward, forcing them both to cartwheel backwards. The Possessed Kim slid under one bolt and towards Octus, where she performed a sweeping kick to knock him off his feet. She jumped and tried to plant her falling foot onto him, but he caught her foot and threw her towards the side.

Octus swerved out of the way to avoid an incoming Claw, which retracted back to the Possessed Zak as he ran forward. He extended the claw to the length of a bo-staff and twirled it before thrusting forward to Octus, which he swerved to avoid. The Possessed Zak continued to try and lay a series of attacks, but Octus was able to avoid them all with super speed. He grabbed the claw from one thrust and flipped the Possessed Zak over, causing him to roll along the ground.

The Possessed Kim came in with a series of punches and made a few contacts, knocking Octus back a slight bit; but Octus caught one punch and quickly pulled the Possessed Kim into a bear hug. He turned to see the Possessed Zak come in and try to smack the claw into his face.

* * *

 _Hanger_

Illana hovered above the water in the hanger and looked around to see where she could spot her assailant, but he wasn't anywhere to be found. "I know you're here, show yourself." Illana whispered to herself.

The Possessed Armored Lance suddenly bursted through the wall; grabbed Illana with one of his massive hands and flew to pin her to the wall on the far side.

"Please tell us." The Possessed Lance began. "How does it feel? Knowing that the hands of your own protector will be the same to end your life? When we end it and bring your broken body to Master Modula, he will honor us as loyal servants."

"I have a message for Modula!" Illana exclaimed as she shot a massive beam from her chest piece forcing the armored Possessed Lance off of her. They both hovered in the air in their respective armors glaring at each other.

"Listen up, because I am only going to say this once. Get. Out. Of. Him. NOW!" Illana commanded.

"Our apologies, but that is not going to happen." The Possessed Lance launched a series of missiles from his shoulders and they soared to Illana. She shot a laser from her forehead, destroying the missiles. Out of the smoke however, the Possessed Lance smacked Illana and sent her to the wall onto the far right side of the hanger.

Illana recovered just in time to see the Possessed Lance come in with a spear from his armor. She flew up and out of the way just as it impaled the wall. Illana shot a series of lasers from her armor's palms, which impacted the Possessed Lance and knocked him down, but did no major damage.

The Possessed Lance flew back up and tried to grab Illana but she flew away from him; which resulted in him opening his machine gun cuffs and trying to shoot her down, while she flew around and did her best to avoid them.

* * *

 _Training Room._

The Possessed Ron rushed forward and tried to punch Danny, but he was able to avoid it by swerving his head. The Possessed Ron tried to punch again, but Danny blocked it with his arm and he gave a punch to knock back the Possessed Ron; he then flew forward and shot a large Ecto-Energy beam, which hit Ron dead on. His Mystic Monkey aura protected him, but the impact sent him to the wall.

Danny flew to avoid a ball of fire shot towards him. As Danny flew in the air, he found himself being chased by the Possessed Jake in his dragon form. Danny continued to fly and avoid being hit by the fire streams. Danny then flew at an even faster speed and straight towards the Possessed Jake, who couldn't react quickly enough as he laid a series of punches and kicks, before giving a powerful kick to the head knocking him down.

"Sorry about that!" Danny called down below.

Rufus watched on the side and was motioning a series of punches and kicks as if he we're in the battle himself. All while still cheering Danny on.

The Possessed Ron leaped up high and tackled Danny, taking him to the ground. Danny was able to grab him and flip him off him and send him rolling. He saw the Possessed Jake come in from the air and shoot a stream of fire forward from his mouth. No time to react, Danny's eyes turned cyan blue as he blasted a blue beam of Ice-Ecto-Energy which hit the Possessed Jake's stream of fire and two we're locked in a beam struggle.

The Possessed Ron slowly got up and held his head. "This one is strong; perhaps the strongest of this group." He saw Danny still locked in a beam struggle with the Possessed Jake. "He must go, now." He then felt a tap on his shoulder and saw a certain naked mole rat.

"Hello." Rufus waved before biting down on his shoulder, causing him to yelp in pain. Rufus dived into his clothes and began to scamper around; causing the Possessed Ron to struggle and grunt as Rufus continued to scurry all over his body.

Danny saw that he and the Possessed Jake we're evenly matched in terms of ice and fire; but Danny had more than that up his sleeve; while still keeping his ice attack up, Danny began to fly straight up for the Possessed Jake, who's eyes went wide as he saw what he was doing. With not enough time to react, Danny had flown so close enough that the combined fire and ice attacks exploded, creating a white mist.

The Possessed Jake coughed, as he couldn't see anything. This gave Danny the opportunity he needed. Without hesitation he turned intangible and flew into Jake. He fell to the ground as he groaned, his eyes shifting from green to purple rapidly. It ended when Danny phased out, throwing the Mutradi Phantom away before launching a large beam of Ecto-Energy, vaporizing the Phantom.

Jake regained his breath as he held his knees and Danny flew towards him, putting a hand on his back. "You okay?" Danny asked.

"What I am is in the mood for some payback!" Jake stated angrily.

The Possessed Ron struggled as he reached anywhere where his hands can get to; the lump in his clothes, which was Rufus, moved everywhere; his front, his back, his arms, his legs, you name it. "You pest!" The Possessed Ron jumped back and slammed his back against the wall. The dizzy Rufus then fell out of the back of Ron's jacket before being picked up. Rufus struggled and whimpered when he saw the angry face of his possessed best friend.

"This will be enjoyable." The Possessed Ron said in twisted pleasure as he pulled back a fist, but something grabbed into it. He looked to see that it was a red claw.

"Yo! Yo! The Am Drag is back baby!" Jake cracked as he flipped the Possessed Ron over him, causing him to drop Rufus. He pinned the Possessed Ron against the wall and Danny flew straight into him as well. Ron struggled as the two ghostly entities wrestled in his body. Jake let him go just as Danny dragged out the Mutradi Phantom and threw him to the ground, only to be completely incinerated by a stream of fire, courtesy of the American Dragon. The two then attended to the now-free-Ron Stoppable.

"Dude, Ron, you alright?" Jake asked, concerned for his friend as Ron caught his breath.

"I'm fine I… Rufus? Rufus!? RUFUS!?" He looked around frantically until Jake caught his head and turned it downward to see the Naked Mole Rat. "Rufus I…" Ron began. "I'm sorry, I didn't…" It ended just when Rufus ran up his arm and to his head, hugging Ron's face, indicating that there we're no hard feelings.

"Okay, touching reunion aside, we still got some work to do." Danny said.

"Got that right, it's time for some Ghost-Busting!" Ron stated.

* * *

 _Laboratory_

Octus moved at near-lightning speed to avoid the combined attacks of the Possessed Kim and Zak. The Possessed Kim laid a series of punches, which Octus was able to block at a super fast rate; but it served as the perfect distraction for the Possessed Zak to slam the claw against his back, knocking him back. The Possessed Zak and Kim then grabbed the extended claw and slammed the pole onto Octus, pinning him to the ground.

"You're out of tricks, machine!" The Possessed Zak stated.

"Then it's a good thing we're here!"

The two turned around to see Danny send an ecto-beam forward, knocking them off Octus and sending them rolling across the floor. The Possessed Kim was the first to get up, but Ron quickly grabbed her, and with the strength of his Mystic Monkey Power, he was able to hold her in a tight bear hug. When the Possessed Zak got back up, Jake flew behind his back and pinned his hands behind.

Before he knew it, Danny had flown into Zak. He struggled, his eyes shifting colors before he yelled as Danny pulled out of Zak the Phantom Mutradi that was controlling him. Once he threw it away, an electric bolt from Octus zapped it, until it disintegrated.

Zak regained his breath as Jake helped him up. "Not used to being on the other end of that kind of thing." Zak said.

"Kim, come on!" Ron tried. "You're stronger than this guy! Fight him!"

"Try to warn all you wish, she is a part of us now!" The Possessed Kim said, as she was able to kick her feet and trip Ron, before flipping him over her.

"She won't be for long!" Danny said as he flew into Kim this time. Same as before, her eyes shifted from purple to green rapidly as she held her head. Danny then successfully pulled out the Phantom Mutradi and threw it towards Ron who could only glare at it.

 _"Let's be civil about this."_ The Phantom tried.

"No thanks." Ron replied. "Because _no one_ possesses my girl!" Ron yelled as he punched the Phantom; his Mystic Monkey Aura was able to destroy the Phantom in a puff of smoke just as his fist made contact.

Danny kneeled down to Kim as she regained her breath. "That felt really weird." Kim said.

"Trust me, it's a feeling you never get used to." Danny replied as he was in a similar situation before.

Ron quickly helped her up. "KP, you doing okay? I mean I know it's out of you but…" He was cut off as Kim pulled Ron into a kiss. Rufus gave an 'aw' squeak while Jake rolled his eyes and Danny, Octus, and Zak just looked surprised.

Kim pulled away and held Ron as she smiled. "Does that answer your question?" Ron could only reply with a dreamy smile and a spaced-out gazed.

"Uh… hate to break up the moment, but we're not done yet." Zak interrupted.

"He's right, just two left." Jake said.

"Ben and Lance." Octus replied.

"I got Lance, the rest of you take Ben." Danny stated.

* * *

 _Hanger_

The Possessed Lance fired upwards towards the ceiling while Illana did her best to fly around and avoid all the shots. The Possessed Lance, once again, shot a series of missiles from his shoulders. They impacted the ceiling and exploded, the force from the shockwave hit Illana and sent her falling hitting the dock. She tried to get back up but her armor was pinned down the armored foot of the Possessed Lance. He took out a sword.

"Any last words Princess?"

"I was about to ask the same thing of you!"

He turned around just to see Danny phase into the armor and into Lance's body.

"Lance! Danny!" Illana exclaimed as she saw the armor struggle. Inside, Lance moaned in pain as his eyes shifted from purple to green rapidly. It continued until the Manus Armor shut down, revealing only Lance as he held his head. Danny then phased out from behind Lance, dragging the Phantom Mutradi with him. Danny threw it away before blasting an Ecto-Beam at the Mutradi, vaporizing it just like the others.

Illana deactivated her armor and quickly ran to Lance just as Danny touched down near them. "Lance! Speak to me!" Illana stated.

Lance held his face as his head began to clear. "Illana?"

She soon enveloped him into a hug. "Oh Lance. Don't scare me like that." Illana let go as she helped Lance to his feet. He looked to Danny.

"Hey listen uh… thanks." He said to Danny.

"No problem. It's what team-mates are for." Danny assured with a smile, to which Lance gave a small smile as well.

"Danny, how many are left?" Illana asked.

"Just one, though I'm guessing that one's gonna be the hardest to beat."

* * *

 _Courtyard_

Rex used his Smack Hands to trade blows with the Possessed Ben, in the form of Four Arms. He used his metal hands to block the relentless assault until, he sent his hands forward and grabbed Four Arms and back flipped, sending him head first into the ground, creating a crater.

Rex took a small breather. "Ben's really… been working out." He breathed just as a green flash appeared again; the possessed Ben had now transformed into Goop. Rex tried to grab him with his hands but the slime covered his Smack Hands. "Ah gross!" Rex stated as the Possessed Goop then began to completely envelop Rex and take the form of a sphere. Rex held his breath as he had no oxygen.

"It's a pity, this is truly a horrible way to go."

A stream of fire was sent forward; which forced the Possessed Goop off of Rex; he looked to a broken window to see Jake come flying out; with Kim, Ron, Zak, and Octus right behind him. Jake and Octus ran towards the Possessed Goop while Kim, Ron and Zak kneeled to Rex and helped him up.

"I had him on the ropes." Rex said, trying to sound tough.

"Right, sure you did." Kim replied sarcastically.

The Possessed Goop moved to avoid the energy bolts and fire blasts shot towards him from Octus and Jake; when it wasn't going to be enough, he transformed again, this time into Big Chill. He flew straight through Octus, freezing him.

Jake tried to breath fire at him; but the Possessed Big Chill flew over him and breathed some icy-air towards Jake; the fire and ice attacks locked again. Possessed Big Chill pressed forward while Jake found himself being pressed to the ground, it seemed he had the advantage until Kim came in with a kick, knocking the Possessed Big Chill back.

He quickly got up and found himself surrounded by Rex, Zak, Jake, Kim, and Ron. They all ran towards him, charging forward. The Possessed Big Chill crossed his arms and turned intangible, which resulted in them slamming into each other.

"This one possesses quite the device." The Possessed Big Chill mused. "A machine that enables him to transform into millions of different life forms, Master Modula will be pleased." He looked down to see Rufus gnawing on his foot, but he simply flew up and shook him off. "The others may have fallen, but this one is all the Master will need to rebuild his empire!"

His gloating was cut off by Lance, in his Manus Armor, as he punched the Possessed Big Chill, sending him to the ground. He got up to see Illana thawing the frozen Octus out with her Corus Armor's laser.

"Tell him he's going to have to wait." Lance stated as he opened fire with his machine gun cuffs, but the Possessed Big Chill simply turned intangible and allowed them to phase through him.

"You fool, you cannot touch…" He was cut off once again just as Danny flew forward and grabbed him, holding him down, despite being intangible. "What?! How are you…?"

"Intangible counters intangible, pal. Or didn't you already know that?" Danny cracked. The Possessed Big Chill grunted as he pressed the Omnitrix symbol again, and transformed.

Danny, Rex, Illana, Ron, Lance, Kim, Octus, Jake, Zak, and Rufus could only look in surprise at the form of the Possessed Humongousaur as he loomed over all of them. "Any more wisecracks?" He asked as he cracked his knuckles.

"Aw crud." Danny, Rex, Ron, Kim, Jake and Zak said at the same time. They all scattered as the Possessed Humongousaur smashed both his hands into the ground.

Illana and Jake both shot an energy beam and stream of fire at him; but he blocked it with both his arms and charged forward. He made a powerful clap, which sent a shockwave forward and knocked them both back. Rex using his Punk Busters then kicked the Possessed Humongousaur in the back; Lance followed in with a punch, but The Possessed Humongousaur caught the armored fist and threw him at Rex, sending the two rolling across the ground. The Possessed Humongousaur than laid eyes on Danny and rushed towards him; Ron, Kim, Zak, and Octus tried to stop them but he brushed them out of the way. Danny tried to fly up and shoot ecto-beams at him but he jumped and grabbed Danny with one hand. He fell down to the ground and pinned Danny down with his hand.

"You will die first! You we're the one responsible for killing the rest of my brothers! When I bring yours and the Princess' corpse to him, Lord Modula will recognize me as his most loyal and greatest servant of all!"

"Nice declaration." Danny said. "Here's mine!" He inhaled deeply then unleashed his Ghostly Wail straight upwards. The force itself was powerful enough to send the Possessed Humongousaur off of him and into the air before falling down. Danny kept it up to force him back, he was still holding back as he didn't want to do any real damage, but it was enough to get him to cover his ears. He then transformed back into Ben.

This was it. Danny ceased his wail and flew straight into Ben. Everyone watched as he groaned, his eyes shifting from purple and green just like all the others. In one final yell, Danny flew out and threw the last Phantom Mutradi out; he was tossed into one of the broken windows and back into the mansion.

Everyone rushed to Ben as Danny kneeled down to him.

"Dude, Ben, you okay?" Rex asked.

"How many fingers am I holding up?" Ron asked as he held up two fingers.

"Ben…?" Illana asked.

"Are you…" Kim also asked.

Ben regained his breath as he stood up. "Now that was a rush." Everyone smiled in relief at that. However, a screeching noise caught everyone's attention. They all looked towards the mansion to see the final Phantom Mutradi fly out of the mansion. Danny, Jake, and Octus tried to shoot at him but he was fast enough to avoid all the shots; he brushed past Ron before flying high into the sky.

"We got a runner!" Kim yelled.

"I got him!" Danny said as he was about to fly, but Lance put his arm out.

"No, let him go. His master will finish him for this failure." Lance informed.

"Modula." Illana grunted.

"So that prick is still out there, huh?" Rex figured.

"We'll find him." Kim said.

"Well, I don't know about all of you guys, but I think we all could use a break." Ben said.

"Agreed." They all replied at the same time, Rufus nodding in agreement.

* * *

 _Assembly Hall_

The Avengers we're all slacking down in the chairs surrounding the main table, as they we're quite tired, minus Octus as he was a machine and could not get tired.

"Okay…" Rex began. "Now that was something."

"Our first team fight, not quite how I pictured it." Kim pointed out.

"So, what now?" Jake asked.

At that moment, everyone was silent. Illana had something to say so she was the first to speak. "Maybe… we can start… sharing stories?"

Lance gave a small sigh, as he knew what she was talking about. "What do you mean?" Ben asked.

"Like… I don't know… origin stories or something?" Illana began. "We're a team. I mean, I get we're just starting out, but if we want this thing to work, we need to know more about each other."

"What, like a sewing circle?" Ron asked as Rufus just shrugged.

"That's not a bad idea." Danny chimed, getting everyone's attention. "Those guys back there, they knew more about us than we knew about each other. We're not just a group of people, we're a team. Illana's right, if it's gonna work, we need to know more about each other."

"So, we're explaining how we got our powers then?" Zak asked.

"Yeah, how we got pulled into the 'super hero' business." Danny replied.

Everyone took the moment to think about this. "You know, that's not a bad idea." Kim said.

"Alright, lets do it." Ben also chimed.

"Good idea." Rex agreed.

"Seems cool with me." Jake stated.

"Same here." Ron chimed with Rufus eagerly nodding.

"Ditto." Zak added.

"It would be a good way to exercise team bonding." Octus said.

Illana looked towards Lance who smiled and shrugged. "Alright, so who's going first?" She asked.

Danny gave a playful sigh. "I'll go." He then began to share his story of how he became Danny Phantom, with the other Avengers listening with interest. "It all started about a year ago, my parents we're working on a portal to this place called The Ghost Zone…"

* * *

 _Unknown Location_

The final Phantom Mutradi entered a dark room and began to slowly fly through it. In it's hand was a Dimensional Converter. It snagged this when it brushed by Ron during his escape; it figured that it was the least it can bring as it failed in its mission. The Phantom made to a small chair, which served as a sort of throne for its master; Modula.

 _"My master."_ The Phantom bowed.

"There is only one of you, where are the others?" Modula asked.

 _"I regret to inform you that our collective mission has failed; my brothers have all been slain."_ The Phantom informed.

Modula gave a low growl. "This is rather… disappointing."

 _"These children, these Avengers, are far stronger than we had believed. They each wield great power…"_

"We're you able to possess them? Modula questioned.

 _"Yes my lord."_ The Phantom answered. _"We each have possessed one of the newcomers, though one has proven resistant to our control and…"_

"We're you still able to see his mind?" Modula interrupted.

 _"Yes Lord Modula."_ The Phantom replied. _"We have seen the minds of all the new comers, and as that we we're all linked in a hive mind, I can sense all their knowledge."_

"Excellent." Modula replied as he gave a small smile and his hat began to open, revealing the green eye inside. "Your sacrifice shall not be in vain."

 _"Sacrifice…? I do not…"_ Before he could answer, green electric bolts shot from Modula's eye-hat and into the Phantom Mutradi who screamed in agony, as he screamed, Modula was seeing all his collective knowledge.

He could see it all; where each of them came from; their friends and families; their battles and experiences; each live-defining moment, he could see it all. All their achievements and failures, all their life. He has now seen it all.

The Phantom was now vaporized; the only thing left was the stolen Dimensional Converter, which was picked up by the intrigued Modula.

"The Multiverse." He began. "Even more so, the Avengers. They aren't just normal children, are they?" Modula stroke his beard as he continued to contemplate. "Its no wonder how they we're able to defeat the whole of the Mutradi. Illana stands with giants; if I am to defeat them…" A smile formed on his face. "…I must do the same, maybe even more so."

* * *

 _Five minutes later_

At least two-dozen small, spherical, probes hovered in front of Modula as he sat down. He then began to speak. "If you are receiving this message, consider it a sign of my respect, and a call to arms. Time and time again, your enemies have thwarted each of you. We are all meant for greater things, but it will not happen as our enemies are now united, in order for our fates to change than we must do the same; we must join together, and we shall destroy our enemies! It is time for each of us to step into a higher society!"

With that, Modula pressed a few keys on the Dimensional Converter, he then aimed and pulled the trigger. A series of portals opened before him and all the probes flew into the portals before they closed. Modula then gave an evil smile.

 **Done.**

 **That is the end of Episode 1. And so begins The Avengers of the Multiverse. What has Modula done? It seems our heroes are going to be in for quite the journey. I am looking forward to writing more episodes. Thank you all for your support and stay tuned.**

 **" _Assembled we are strong; forever fight as one!_ AVENGERS ASSEMBLE!"**


End file.
